Is Service Agreement Nullified if missing a referenced document?
Does a reference to another document which is no longer available or lost make a contract void or nullified?
Such as a service agreement between two companies that makes reference to a marketing budget established in Schedule A, And Schedule A is either missing or was never created.
2 Answers
No, that would not nullify the contract. This is not that uncommon of an occurrence so there is a lot of precedent for dealing with this kind of situation.
Generally, you don't look beyond the face of the contract to understand each party's obligations, but where a part of the contract is missing, you can use "extrinsic" evidence to help understand what the parties actually agreed to. For example, this could include drafts of the contracts or emails relating to the contract.
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What about history of payments or shared expenses throughout the relationship. The contract we have has been in affect for over 7 years. We are in a position to offer some intellectual property in exchange for a small share of their company. However we do not want to change our contract or jeopardize it. – Brian Boatright 12 years ago
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It is all fact specific, but if you can make an argument that a document is relevant then it probably is. – Kekito 12 years ago
I agree with the first post. If the schedule was prepared but is just missing, then it's an issue, but it doesn't make the contract void. If the schedule was never prepared, and is it's fundamental to the contract, though, then that creates much more of a problem.
How this would play out in court would depend on the facts and circumstances of the situation.
